If She Doesn't Scare You
by ManOfManyTales
Summary: During everyone's training to achieve mastery, a new darkness reveals itself. But who is it, and what does it want? The search for answers leads to a mysterious woman working with Maleficent. And she bears a deep hatred for the keyblade. But why? Just who is she? And what threat does she pose? REVIEW!
1. The Devil Wears a Fur Coat

**Dammit! I'm awful. I should at least finish one of my stories before I start a new one. But the idea came to me, and it started burning in my head and I couldn't get it out of my mind and AHHHHH!**

**Disclaimer: I don't own **_**Kingdom Hearts**_** nor do I claim ownership or make profit off of it.**

* * *

_**If she Doesn't Scare you**_

**The Devil Wears a Fur Coat**

"Again!" Master Yen Sid barked sternly. On his orders, his newest student, Kairi began swinging her keyblade again. For some time now, the sorcerer had been instructing the girl on the intricate art of wielding a keyblade.

For the past few weeks now, Kairi had been learning basic combat and magic, slowly improving her skills. She moved her keyblade, repeating she sequence she was moving it in for the umpteenth time that evening.

She was training alone. All of the others—Sora, Mickey, Riku, and Lea—were all out, traveling the worlds, both improving their skills and protecting the worlds from the Seekers of Darkness. Kairi had not yet advanced that far in her training.

Suddenly, the old sorcerer held up his hand, stopping the girl. "That's enough for tonight Kairi."

Kairi stood still, dispelling her keyblade. "Yes master." She bowed respectfully.

The front door creaked open, causing the sorcerer and the Princess of Heart to turn to it as Mickey entered.

"Hi Kairi." The king greeted with his usual cheerfulness.

"Hello your majesty." Kairi smiled as she returned the greeting.

"Kairi, you are excused for the night." Yen Sid said, rising from his desk. "Could you give us the room?"

"Yes master." Kairi bowed and exited.

Once they were alone, the sorcerer spoke. "I trust your mission was successful?" He asked.

Mickey nodded. "The other six Princesses are safe for the time being." The mouse told his master. "I haven't found any sign of the Seekers of Darkness though." Mickey frowned. "Ever since we rescued Sora, they've gone into hiding."

"Master Xeanhort is a smart man." Yen Sid gave a troubled sigh. "He will not act before he is ready. There is a plus side to this, however. It gives us time." He turned to his pupil, seeing a troubled look of his own on the king's face. "There is something else troubling you." He stated.

Mickey nodded. "I'm worried about Maleficent." He admitted. "It's true, she's much weaker this time around, but she's still a threat, and even after everything that's happened, she still has some degree of control over the heartless." He voiced his concerns.

The old sorcerer raised his hand. In a flash of smoke, a large crystal ball appeared on his desk. With the sphere, an image of Villain's Vale in Radiant Garden appeared.

"Maleficent is also quiet." Yen Sid agreed. "But I have been keeping an eye on her. She chose not to hide away. She's biding her time as well. Her plan is to wait for us to have our battle with Master Xeanhort and his Seekers of Darkness. Then, she will strike, hoping to attack the victors, who she believes will be exhausted and weakened."

He snapped his fingers, allowing the crystal ball to vanish. He then took his seat at his desk again. "For the time being, Maleficent is no threat. However, after the Seekers are defeated, there is a possibility she could become very dangerous."

"How do you mean?" Mickey asked, walking up to the desk.

"With the Seekers defeated, and no one to challenge her, I have a hypothesis that Maleficent will regain full control of the heartless."

Mickey gasped, prompting Yes Sid to continue. "There is…something else." He closed his eyes. "For a while now, I have sensed a new presence hiding within the darkness."

"What is it?" Mickey frowned.

"I cannot say." Yen Sid exhaled, opening his eyes. "All I can tell is that a presence is familiar. It's someone I have crossed paths with once before."

A light went off in the old wizard's head. "That will be Kairi's test." He realized. "When she advances far enough in her training to travel to other worlds, we send her with one of the other pupils to find this new darkness and purify it before it becomes a true threat."

Mickey bowed again. "Yes Master Yen Sid." And he took his leave.

Alone, with his thoughts, Yen Sid gave another troubled sigh.

"What on earth is going on?"

* * *

"Oh come on!" Pete exclaimed from within the tallest tower of Villain's Vale. "Let's get out there and get more Heartless, recruit more allies. Then we can strike at those pipsqueaks and take 'em out."

Maleficent's form was overtaken by yellow and green flames. "SILENCE YOU BLITHERING IDIOT!" She bellowed. Only when Pete began to cower before her did Maleficent kill her fire. "Even if we had an army of heartless, we'd be facing five keyblade wielders. One of the pests was trouble enough! I will not waste time and resources fighting five. As it stands, we wait for them to weaken, and then we shall strike."

"Uh…right." Pete stuttered. "Whatever you say."

The doors to the tower swung open, and suddenly two massive black Rottweilers burst into the room. They stopped in front of the green-skinned fairy and her bumbling henchman, baring their teeth and barking viciously at them both.

The surprise of the intrusion made Pete jumped back, but Maleficent remained unmoved. "How did these mongrels get in here!?" She asked, over their barking. Still, the beasts didn't cease or cower before you, barking and gnashing at her.

"You insignificant mongrels!" The green-skinned fairy growled. "Allow me to show you who what a real beast is capable of!" She raised her hands in the air and surrounded herself in a blaze of yellow and green.

"I wouldn't do that." A feminine, accented voice called. Maleficent ceased her blaze as she and Pete looked to the opened doorway.

A tall woman walked into the room, the sound of high-heeled shoes clicking on the stone floor announcing her. She wore a long, black, sleeveless, v-neck dress that sparkled and shimmered with black sequins. Beneath the long, flowing gown, the pointed tips of red high-heeled stilettos poked out as she walked. Around her neckline was a sparking diamond necklace that hung down into the V-neck and dipped into the woman's bosom. Her curvaceous figure was overwhelmingly surrounded by a long, flowing, thick white fur coat which hung off one shoulder. The massive coat puffed up massively in the shoulders and had a red velvet lining inside it. She also wore red leaver gloves which were lined with black fur.

She had pale skin and bluish-gray eyes. Her eyelashes were curled with thick with mascara and her eyelids were painted grayish silver with eyeliner and her lips were a sinful blood red. Her most shocking feature, however, was her hair. It was parted down the middle and hung straight down to her collar. One side of her hair was dark black and the other side was stark white with a couple locks drifting over the middle to the other side of her head..

"Don't worry though." The woman spoke in her elegant refined voice, raising it enough to be heard over the raging animals. "They don't eat dragon…" her ruby painted lips twisted upright into a sinister smile. "…unless I tell them too."

The woman stepped between the two dogs and kneeled on the ground. She turned to one, opened her mouth, and exhaled green smoke into the animal's face. The first Rottweiler uncontrollably breathed in the emerald fog enveloping his head. The snarling beast suddenly became docile and his eyes were overtaken by a green haze. The woman repeated the process with the second dog to the same effect.

"Thank you darlings." She breathed in her accented voice as she stood to her feet. "You've done a wonderful job. Now run along back to where you came from." On command, the two beasts turned around and ran back out of the room.

"HEY!" Pete suddenly regained himself when he saw that the intruder was only a woman. "Who do you think you are barging in here like that!?"

The newcomer was silent as she stared at the massive creature, and her lips curled back in a sneer. "I don't waste time with mongrels darling." She brushed past Pete and walked up to Maleficent. "You must be the one in charge."

"And who are you, thinking you can barge in here unannounced?" Maleficent asked. There was a hint of intrigue in her voice after witnessing the woman's unusual magic.

"Someone who wants the same thing you do." She said. "Darkness."

"Oh?" The wicked fairy raised an eyebrow. "You know of me?

The stranger smirked, placing one hand on her hip and lifting up the other. "But of course darling. Ever since the worlds connected, there hasn't been a dark heart who hasn't heard of Maleficent and her desire to cover the worlds in darkness." She paused. "And I want the same thing."

"That can't be all you want." Maleficent circled the woman, surveying her. "Everyone who works with me has a reason for giving into the darkness. What is it your heart truly desires?"

The stranger's smirk fell. "My reasons are my own." She said secretively.

"Very well." Maleficent didn't push the subject. "And if we're to work together, what am I to call you?"

The corner of her lip twitched up into a half-smirk. "You can call me Cruella darling."

* * *

**You know, Cruella is a good villain. But I originally thought she wasn't, for lack of a better term, right for a **_**Kingdom Hearts**_** villain. Be it her animated or live action incarnation, she didn't seem that threatening to Sora and the others.**

**HOWEVER, there has FINALLY been a version created that, in my opinion, could be a credible threat in the KH universe. If the cover image didn't give it away, and you didn't figure it out from the story, or you just don't know, the version of Cruella that I'm using (and thus her look, mannerisms, and personality) is the version portrayed by actress Victoria Smurfit from the ABC (which is Disney-owned) fantasy series **_**Once Upon a Time**_**.**

**So yeah. Please review. Like I said, this story is merely a preview. YOUR REVIEWS WILL DETERMINE IF KEEP THIS STORY GOING OR NOT!**


	2. Cruella's Message

**I'm putting this note here at the beginning of each chapter just to remind people. The version of Cruella I'm using is the (live-action) one portrayed by actress Victoria Smurfit from the fantasy series **_**Once Upon a Time.**_

**ONE LAST NOTE. Lately, I've been playing KH 1.5 and 2.5. Because of this, most heartless that appear in my story will be described as having their **_**Final Mix**_** color schemes.**

**Disclaimer: I don't own **_**Kingdom Hearts**_** nor do I claim ownership or make profit off of it.**

* * *

_**If she Doesn't Scare you**_

**Cruella's Message**

Maleficent lowered her hands, ending the spell. Cruella shrugged, not feeling any different. She raised one of her thick, black painted eyebrows at the enchantress. "And just what was the purpose of that darling?"

"You now have the ability to control the heartless."Maleficent grinned. "The darkness in your heart will draw the heartless to you." She explained. "Without the proper training or magic, they would merely devour your heart and its darkness. But you now possess the skills to summon and command them."

She waved her hand at the fur-clad woman. "Go on." She said in an encouraging tone. "Try it."

Cruella placed one hand on her hip and lifted her other hand up halfway, bending her elbow so it hovered at torso level. She had had some training in magic before; that was how she had acquired her unique persuasion magic—her ability to control any animal. She concentrated on the darkness in her heart, and snapped her fingers. All around her, swarms of heartless appeared, taking the forms of rabid dogs, hook bats, powerwilds, and even two wyverns.

Maleficent observed Cruella's heartless, noting that they were all animal-based forms. Cruella snapped her fingers again, not speaking. The heartless seemed to understand the command anyway, and vanished.

"Impressive." Maleficent observed. And Cruella truly was. Just seconds after being granted this power, and she had already mastered it. It reminded Maleficent of Riku. And if she was indeed that powerful, she was also incredibly dangerous. Maleficent would have to keep an eye on her.

"Is that all darling?" Cruella asked, in a seemingly bored tone.

"How dare you be so disrespectful to Maleficent!?" Pete shouted at her. "Why I outta—"

"Enough!" Maleficent ceased Pete's ranting. "Unfortunately, all we can do now is wait."

"Wait?" Cruella asked. "Wait for what?"

"My dear, we have many enemies." The horned witch explained. "Many of which wield the bane of our existence; the keyblade."

Cruella's expression hardened, her sapphire gaze taking on an icy glare. "You don't need to tell me about the keyblade." Her voice filled with venom as she recalled past memories. "I'm well acquainted with it."

"We are biding our time." Maleficent continued. "Waiting to strike when our enemies are at their weakest. And until that moment, you are free to do as you please."

Thinking there was nothing more to it, Cruella turned around to exit the tower.

"Do as you wish." Maleficent continued. "But be warned, do not draw attention to yourself. We must remain hidden, docile. We can't have our enemies find us."

Cruella didn't turn to acknowledge, but she remained unmoving. Finally, without saying anything, Cruella walked out of the tower. She descended the tall, long staircase all the way down to the bottom. The massive front gates of Villain's Vale were open, and on the other side of the doorway was Cruella's own method of traveling between worlds.

Parked outside of the castle was a long black white and silver Zimmer Golden Spirit Coupe. On the front and back bumpers were black plates with silver letters that spelled out "Dev Il."

* * *

It was one of those rare occasions at the Mysterious Tower where everyone was together. Sora, Riku, and Lea had all completed their respective tasks and returned to the Tower. Yen Sid had dismissed their study and training for the rest of the day, giving them time to catch up and relax; this, Yen Sid knew, was the secret to a strong heart: the bonds it makes.

Still, the old sorcerer was troubled. Last night, when he had checked in on Maleficent, he sensed a new presence shrouded in the darkness. The darkness was a strange entity. When he tried to check on the dark fairy again, only a black cloud was visible.

What unnerved Yen Sid was the unmistakable familiarity he felt emanating from this new presence. There was no doubt about it; he had sensed this dark being before. Even more than likely, he had come in encountered it before at some point.

There was nothing he could do now. Yen Sid lay back in his chair, closing his eyes. He would rest, regain his strength, and try again in the morning.

The next morning, they four keybladers sat down outside of the tower after eating breakfast. None of them knew when their next tasks would occur, so they spent as much time as possible with each other.

"So Kairi," Sora asked, lounging on the grass, "how has your training going?"

The aurburn-haired girl rested her head on Sora's shoulder. "Master Yen Sid said I'm progressing really well." She told him. "He told me my combat needs work, but that I'm excelling in magic. Hopefully, if I keep this up, I'll get to start visiting other worlds soon."

"Yeah hopefull." Sora agreed with her. "No better teacher than an actual fight." He said. "Look at me. All I knew how to do was swing a wooden sword around. I literally learned seconds after getting it." He smiled, recalling the beginning of his first adventure.

"Don't sound too cocky." Riku chuckled, sitting up.

As they continued to talk and laugh, Lea watched them from the front steps of the tower. The redhead sighed. It wasn't that he was being left out, oh no. Sora, Riku, and Kairi went out of their way to include him. It was just that something never seemed quite right about joining them. As Axel, he had (very briefly) opposed and tormented them. How could they be so forgiving?

"Why don't you go join them?" Mickey's familiar squeak asked from beside him.

Lea only shrugged, not really giving an answer.

"You know," the king continued, "you shouldn't let what you did in the past affect your friendship." He explained. "You didn't have your heart. They won't hold it against you. Forgiveness is a trait of a heart of light."

"I can accept they've forgiven me." The redhead told him. "I just don't feel like I've atoned for what I did."

Mickey gave his chuckle. "Gosh." He smiled. "Of course you have. You helped us save Sora from the Seekers of Darkness, and you're well on your way to becoming a keyblade master."

In his silence, Lea summoned his keyblade to him. Mickey pointed to it. "_That_ is your redemption."

Everyone was interrupted when master Yen Sid's voice rang through the air. "Everyone," it boomed, "return to the tower."

* * *

The five keyblade wielders, and Donald and Goofy, all stood in a line in front of master Yen Sid's desk. With everyone present, the old sorcerer began. "Last night, I peered into the darkness." He explained. "I had sensed a new presence emerging from it. Who or what it is, I still cannot say." He opened the large tome on his desk. The pages lit up and the image of the universe. "When I tried to find the presence again, I instead found darkness plaguing several worlds."

"I will be sending each of you out to investigate these worlds. I may very well be sending each of you on a wild goose chase, but in these times, we can leave no stone unturned." His gaze turned to Kairi first. "Kairi, you will remain here and continued your studies."

The girl hid her disappointment, but nodded and gave a bow.

Yen Sid waved his hands. The image floating before him changed to a world. At the top of this world was a beautiful, towering, white castle, and a dark ominous mountain was located at the bottom with a lush green field in-between them. "Mickey." Yen Sid began assigning the tasks. "I am sending you to the Enchanted Dominion." The mouse nodded.

"Lea." Yen Sid turned to the redhead. The image of Enchanted Dominion changed again. This time it was a macabre world. A strange town of bizarre looking buildings sat atop a giant pumpkin. On the opposite end was a brightly colored town of similar looking buildings, only this village was covered by a blanket of snow. "You will be sent to Halloweentown."

His stern gaze finally turned to Sora. The image transformed again. The world presented now did not resemble the others; rather than being spherical in shape, this world was flat. It was a mass of islands on a bed of water. A pirate ship swam around the world's edge. "Sora, I am sending you back to Neverland."

"And finally Riku." Yen Sid finally got to the second keyblade master (after Mickey). The final image changed to a spherical world. A quaint little tow surrounded a massive clock tower. A trolley car circled around. "As a keyblade master, I want you to investigate the darkest disturbance." He explained. At Riku's nod, he went on. "You will be investigating Twilight town." He waved his hand. There was a bright flash outside the window behind Yen Sid's desk. "The train is ready to take you there."

The five warriors of light nodded. "Keyblade wielders, you are tasked with striking down those who would upset the balance of light and darkness." He repeated the ancient that all keyblade masters have taken up since the beginning of time.

"Now go forth!"

* * *

Riku got off the train, which stopped at Sunset Station which Riku found odd. Usually, the train stopped at Central Station. Riku deduced that the darkness Yen Sid sent him to investigate was somewhere in the Sunset Terrace side of town.

Riku left the station, walking into the town. The first thing he noticed was that it was quiet. Too quiet. Riku had been to Twilight Town on several occasions, and there was always some sort of activity going on. There was only one logical explanation; people were hiding.

The emptiness put Riku on high alert. Each step he took through the town was cautious. Not wanting to be taken off guard, Riku summoned Way to the Dawn to him. Firmly grasping it in his hand, he made his way to the fountain pavilion.

As he looked up at the large wall of water, he heard it. That familiar bubbling whoosh. He turned around to see a horde of powerwilds bouncing about.

Riku raised his weapon in his familiar one-handed style as he smirked at the ape-like creatures. "Haven't seen you guys in a long time." He commented.

The heartless remained silent as they bound into the air, lunging forward, claws drawn. Riku ran right at them, attacking them head on. He swung his keyblade with accuracy, striking the creatures lethally. Running out of the swarm, he lowered his keyblade. Behind him, the powerwilds dissipated into nothing.

It wasn't over though. As soon as they ape-like heartless vanished, a new swarm appeared. A flock of hook bats accompanied by three wyverns.

"Wyverns!" Riku breathed to himself. A breed of heartless he remembered all too well. Last he recalled, they personally served Maleficent. Was that witch here? He didn't have too much time to ponder however. The hook bats came in and swarmed all over him. Riku raised his arm, striking the ones he could at arm's length. Before he could get in another strike, one of the wyverns did a nose dive right at him. The young keyblade master avoided it by jumping into the air above it. Riku stabbed his keyblade bleow him, ending the wyvern.

The remaining hook bats gathered around Riku, but he was ready for them. He held his arm out and spun in a circle, striking them all at once. The minute his feet touched the ground, the second wyvern flew at him. Riku dodged the attack by dropping to his knees. As it flew above him, Riku sliced upward through the wyvern's stomach. He rose to his feet, facing the last wyvern, who circled in the sky above him. Wasting no time, Riku aimed Way to the day at it and released a firaga spell at it. The orb of blaze struck the last of the heartless head on.

No more heartless appeared, but Riku remained cautious. In his heightened state of awareness, Riku thought he heard something. Some strange…clicking? He turned around to catch a glimpse of a figure vanishing behind a corner.

"Hey!" A voice shouted. Riku turned back around to see a rabid dog heartless run past him. He raised his keyblade, ready for a fight, but the heartless didn't acknowledge him. Instead, it disappeared into a swirling orb of dark energy, vanishing away. A second later, that local, Seifer and his gang ran into his line of vision. It was clear to Riku now; Seifer, Fuu, Rai, and Vivi had confronted the lone heartless and the creature ran, being outmanned.

"Damn!" Seifer cursed. "It got away!"

They looked around, hoping to find the creature, but instead they found Riku.

"Hey." Seifer called out, walking up to him. "Have you seen a strange creature run by here?"

Riku lowered his weapon, dispelling away. "It's long gone." He told the blonde.

Seifer's gaze hardened. "Probably ran away. That'll teach them to stay out of my town!"

"What's going on?" Riku asked, feigning innocence and putting on the guise of a local.

"That's what we'd like to know." Seifer growled out. "All of a sudden, those monsters showed up in my town."

"But they were no match for Seifer ya'know!" Rai cheered.

"How long has this been going on?" The silver-haired youth asked.

"What's it to you?" The taller man spat.

"It hast to be because of that woman." Fuu spoke up.

"Huh?" Riku raised an eyebrow. "What woman?"

"Earlier this morning," Seifer began, "people began to see a strange looking woman in a fur coat walking through town. Shortly after she left each area, those strange creatures would appear and wreak havoc. I've been trying to find this mystery woman and ask her some questions, but these creatures keep attacking people!" He shouted the last part angrily.

A frightened scream in the distance drew the young man's attention. He nodded to his group and took off toward it, saying nothing to Riku.

Riku stood alone again. A woman? Could that be what he saw? Well…it was worth checking out. Whoever it was, it looked like they were headed for Sunset Hill.

"That insolent witch!" Maleficent seethed at the spectacle she was viewing. "What does she think she's doing? I warned her to be discreet!" She slammed her staff on the ground in fury.

"Yeah." Pete watched the image in front of him. "It seems almost deliberate."

The witch's yellow eyes widened. "What!?"

Peter cowered. "It's just an idea." He trembled. "For all I know, I could be wrong."

"Deliberate you say?" She turned back to the floating image of Cruella. "What makes you say that?"

"Well…it's just that she left right after she got control of the heartless." Pete explained. "It just seems like that was all she wanted."

"If that's the case…" Maleficent was quiet, which Pete found far more terrifying than when loud and yelling, "she was using me." She slammed her staff on the ground again, her body erupting into an explosion of yellow and green fire. "I will make her pay for mistaking me for a fool!"

* * *

Riku walked up to the top of Sunset Hill. He found what he was looking for; the figure of a woman was standing at the opposite end of the hill, leaning against the fence. Her back was to him, so Riku didn't see her face. From his viewpoint, all Riku saw was her fur coat. It was slim, and form-fitting. The fur was white and decorated with small black spots running all over it in no particular pattern. The bottom edge of the coat and the edges of her sleeves were also black.

Riku stepped forward to approach the woman, but he was stopped by a pack of rabid dog heartless. The young master summoned his keyblade, ready for a fight. But the fight never happened.

Ahead of him, the woman held up her hand, revealing a black fingerless leather glove. "Thank you darlings." She spoke, presumably addressing the heartless. "You've done enough." She snapped her finger. Obeying the command, the rabid dogs vanished.

The woman turned around to face Riku, revealing her… odd features such as her dual colored black and white hair and thick, black, curved, painted eyebrow. From the front, Riku saw that the front collar and lapels of her front coat were black like the edges of her coat and sleeves. The inside of the coat was lined with a red sheer fabric like silk. Beneath her coat, the woman wore a low cut black tank top and a black pencil skirt with a leather belt (also black) around her waist. Below her skirt, the woman was wearing black nylon stockings and black, knee-length, high-heeled boots.

Cruella observed Riku, her blue eyes moving the weapon in his hand.

"I'd know that garish thing anywhere." She spat, venom in her voice as her gaze turned the silver-haired male. "Which means you must be a keyblade master."

Her grimace turned into a wicked grin, but her eyes still held that icy gaze. "And if you're here," she continued, "that means the heartless did their job well."

Riku remained unmoved. This woman, whoever she was, was drenched in the all too familiar reek of darkness. He silently raised his wing-shaped keyblade, pointing it at her. "You must be the source of the darkness master Yen Sid sensed."

"Yen Sid?" The woman raised an eyebrow. "So, the old fool is still alive." She shrugged, talking to herself more than Riku. "Can't say that I'm not surprised."

"Who are you?" Riku asked, stone-faced.

"It doesn't matter." She placed her hands on her hips. "I accomplished what I set out to do. I'm done here." She walked past him and Riku gripped his weapon even tighter ready for a fight.

"Before I go," she stopped, standing next to RIku, "I want you to deliver a message to your master." She was sure she had his attention and resumed walking away from him.

"Tell Yen Sid that Cruella sends her regards." She spoke before walking down the hill.

Riku didn't know how long he stood there, but when he finally chased after this Cruella woman, he found no sign of her.

* * *

**In the animated and live action **_**101 Dalmatians **_**films, Cruella drives a Panther De Ville. But, as I said in the AN above, I'm using the **_**Once Upon a Time **_**Cruella. And, after a lot of research, I found out she drives a Zimmer Golden Spirit. The more you know.**

**Please review. I love feedback.**


	3. The Devil and the Dragon

**Remember to review. They help motivate me to write. **

**I'm putting this note here at the beginning of each chapter just to remind people. The version of Cruella I'm using is the (live-action) one portrayed by actress Victoria Smurfit from the fantasy series **_**Once Upon a Time.**_** Also, lately, I've been playing KH 1.5 and 2.5. Because of this, most heartless that appear in my story will be described as having their **_**Final Mix**_** color schemes.**

**Disclaimer: I don't own **_**Kingdom Hearts**_** nor do I claim ownership or make profit off of it.**

* * *

_**If she Doesn't Scare you**_

**The Devil and the Dragon**

Riku stepped into Yen Sid's study. Kairi was practicing her drills as the elderly former master observed her. The sorcerer's stern gaze returned to the youth.

"Ah Riku." Yen Sid raised his hand, stopping Kairi. "You're back earlier than expected. Was your mission successful."

Riku nodded, giving a bow. "Yes master Yen Sid." He answered. "I found the source of the darkness plaguing Twilight Town. There were rumors of a mysterious woman in the town, and wherever she left, the heartless showed up soon after. I found the heartless and investigated the rumors." Riku's expression changed from neutral to unnerved. "She said she knew you."

The sorcerer raised an eyebrow. "And? Does this mystery woman have a name?"

Riku looked up to the sorcerer. "She told me her name was Cruella."

Yen Sid's eyes widened and his expression became even grimmer than it already was. He raised both his hands into the air and released a pulse of magic. "Everyone," his voice boomed and echoed, "return to the tower."

* * *

Before Riku or Kairi could get a question in, Yen Sid turned to both of them. "I'd rather explain this with everyone present."

Yen Sid's message reached the vast expanses of space. The remaining three keyblade masters immediately made their way to the Mysterious Tower.

"Thank you for getting back so soon." Yen Sid told his five students as he summoned his all-knowing tome. "During his mission to Twilight Town, Riku uncovered sometime."

From out of the enchanted pages, the image of the woman Riku encountered burst into the air. "This," Yen Sid gestured to the image, "is Cruella De Vil." He introduced them to the picture of the woman.

"We first encountered her many years ago." He told his pupils his history with the dual-haired woman. "When we sensed a dark presence disrupting the natural order of light and darkness, we discovered Cruella's world. It didn't take long for my colleagues to discover that the darkness we had all sensed was Cruella's. Needless to say, she was dealt with." He closed his eyes. "Or so I thought." He closed his tome, the image fading away. "As Riku discovered, she has returned."

"As of right now, our mission has changed." Yen Sid announced. "Cruella is now our top priority. She was dangerous back when we first encountered her all those years ago. But now, she has control over the heartless, making her exponentially more dangerous. The Seekers of Darkness and Maleficent are in hiding; they will not act until the time is right. Cruella, however, is currently active. We will have to find her as soon as possible."

"Master?" Kairi spoke. "What makes this Cruella so dangerous?" She asked. "Why is it so urgent we stop her?"

"In my long life, I have met many people who live in the light, the dark, and the twilight that exists between the two. However, in all my years, I'd never seen anyone like Cruella. Even Master Xeanhort's dark heart cannot measure up to what she is capable of."

Mickey frowned. "What do you mean?"

Yen Sid closed his eyes, as if contemplating. After some time, he opened them again. "Cruella is a monster!"

* * *

Leon was walking through the great maw of Radiant Garden. The swordsman walked the ravine between the tall crystal cliffs, patrolling the world for any sign of heartless activity. Given how quiet things have been lately, it wasn't surprising that he didn't find anything.

"Hey Yuffie!" He called, looking up at the cliffs. "Did you find anything?"

Said ninja bounded off the cliffs, landing nimbly on her feet beside the taller man. "Nothing at all." She answered. "Still as quiet as it's ever been."

Leon nodded. "Any word on the other patrols?"

Yuffie nodded. "Everyone checked in with Cid. There's nothing going on anywhere." She explained. "We're the last patrol. We should probably head back."

Leon nodded, slinging his word over his shoulder. "I wanna check Villain's Vale first." He said, turning in the direction where Maleficent's castle was located.

Yuffie seemed hesitant. "Are you sure?" She asked.

"Maleficent has been awfully quiet." He said. "We don't even know if she's still there. I just want to scout the place out."

With Leon's explanation, Yuffie was a little more willing to head for that dark place. The two headed off in that direction, when Leon stopped again.

"Do you hear that?" Leon asked.

Yuffie nodded. In the distance, she heard what a strange mechanical roar. It was rapidly getting closer, coming from behind them.

"Yuffie get down!" Leon shouted, tackling the girl out of the way. Both of them rolled out of the way, catching only a glimpse of a black and silver blur.

"You alright?" Leon asked the ninja as he helped her off the ground. Looking his friend over, she seemed to have no more than minor scrapes. And her nod only confirmed that.

"What was that?" Yuffie asked. She tried to look at what it was that almost ran them down, but it was already a speck on the horizon.

"Trouble." Leon answered. Yuffie looked to him, a confused expression on her face. Leon clarified. "Look, it's heading towards Villain's Vale."

* * *

Cruella sped her car through the ravine between the crystal cliffs of Radiant Garden. She paid no attention to two people she almost ran over. She was a woman with a mission. After her little trip to Twilight Town, Maleficent summoned her back to Radiant Garden. She leaned back against the red leather seats and slammed her foot down on the gas. In no time at all, she was at the castle.

She approached the castle, when that green-skinned fairy suddenly appeared in front of her. Cruella slammed her foot down on the brakes, bringing her car to a screeching halt feet from Maleficent. Cruella got out of the car, hugging her white spotted coat to her curvy body.

"Goodness darling," Cruella spoke, "I almost hit you." She turned to Maleficent to see her yellow eyes glaring holes into her. "What's wrong?"

Maleficent didn't answer her question. "How dare you!" She spat venomously.

Cruella's eyes widened. "What do you mean? Did I do something wrong?"

"When I granted you control of the heartless, I told you not to draw attention yourself. Not to attract the attention of those wretched keyblade wielders!" The fury in her voice grew with each word. "You had better have a good reason for disobeying me."

Suddenly, Cruella's expression changed. That innocent , confused expression changed into a dark wicked smirk. "Oh there is." She said. "You see, I don't really care what you have to say."

"What!?" Maleficent roared. Never in her life had she seen such insolence.

"Oh yes." Cruella admitted, stepping forward. "You see, I don't really share the same goals as you. I could care less about whether or not the worlds are covered in darkness. I just wanted to be able to control the heartless. And now that I have them," she let out a dark chuckle, "you're useless to me."

Suddenly, Maleficent's body burst into a bonfire of yellow and green. From within the blaze, a foul black smoke erupted.

"HOW DARE YOU, YOU INSOLENT WITCH!" Maleficent's voice boomed from within the fire. "DID YOU REALLY HOPE TO GET AWAY WITH DEFYING ME!?"

The fire died down, and a large black and purple winged dragon with blazing yellow eyes now stood in front of Cruella.

Her smirk didn't drop though. Contrary, her smirk only widened.

"Did I hope to get away…" She trailed off, repeating Maleficent's question. "Oh no darling. If anything, I was hoping you'd do that!" She pointed at the large dragon in front of her.

The large dragon, tilted its head, confused at the woman's meaning. Cruella opened her ruby painted lips and formed an O with her mouth. She blew a wisp of emerald smoke out of her mouth, which flew up into Maleficent's face.

The dragon's eyes widened as Maleficent realized too late what was happening. When she first met Cruella, she had showed an unusual persuasion magic. And then, the heartless she summoned had manifested as animals. Too late Maleficent realized it; her magic only had an effect on animals. And Maleficent had just played into her hands.

Cruella watched as the massive beast in front of her inhaled the magical green mist. And soon, the searing yellow eyes turned the same docile green as the magical smoke; she was enslaved under Cruella's spell.

"Now," Cruella's expression hardened and her voice became dark, "be a good dragon, lie down, and go to sleep so that you don't get in my way."

Unable to control herself, the dragon did as she was commanded to.

Shrugging her shoulders, Cruella turned around and walked back to her car. "You once asked me what my motives were." She addressed the sleeping dragon. "Well many years ago, I met a young keyblade master by the name of Eraqus." She explained. "It's a long sordid tale, but without going into detail, he stole something valuable from me."

She opened the car door and got in, closing the door behind her. Not bothering to buckle, she turned the key, starting up her car. She looked through the windshield, taking one last look at the dragon she forced into submission.

"And it's time I got it back!"

* * *

**Please review. I love feedback.**


	4. Kairi's First Mission

**Remember to review. They help motivate me to write. **

**I'm putting this note here at the beginning of each chapter just to remind people. The version of Cruella I'm using is the (live-action) one portrayed by actress Victoria Smurfit from the fantasy series **_**Once Upon a Time.**_** Also, lately, I've been playing KH 1.5 and 2.5. Because of this, most heartless that appear in my story will be described as having their **_**Final Mix**_** color schemes.**

**Disclaimer: I don't own **_**Kingdom Hearts**_** nor do I claim ownership or make profit off of it.**

* * *

_**If she Doesn't Scare you**_

**Kairi's First Mission**

A black, silver, and white Zimmer Golden Spirit coupe drove through the vast expanse of gummi space. Cruella gripped the steering wheel firmly as she slammed her foot on the gas. The engine gave a powerful VROOM , and gummi space began to whizz by, various worlds passing by her window in a blur.

Her blue eyes stared into the vast universe before her, deep in thought as she drove. She had finally found a keyblade warrior. Her ruby painted lips couldn't help but smirk at that; she was one step closer to getting back what that wretched damnable fool Eraqus had stolen from her.

There was only one problem now. Cruella had no idea how to advance from there. Her limited magic wasn't enough to compete with the keyblade wielders or Yen Sid, even with the heartless at her beck and call. A direct assault would be downright suicidal.

Then there was only one option open to her; Cruella would have to play dirty. Not that she minded. In fact, she actually loved getting her hands dirty. She would have to manipulate the keyblade warriors into giving her what she wanted, and she revealed in that realization.

All that remained was how to do it. The easiest way to do it was by threatening what was most precious to them; hold it for ransom in exchange for what she wanted. But she didn't know what they found precious.

OF COURSE! Cruella's pained lips curved into an elegant smirk. She may not know what was so precious to them…but there was a way she could find out.

Slamming her foot on the brakes, Cruella's car came to screeching halt in the middle of space. She then twisted the steering wheel, the front wheels of the car turning with it. She then put her foot to the gas again, and the car turned off for parts unknown.

* * *

The new day brought about new missions. The five keyblade warriors, along with Donald and Goofy, stood in a line in front of Yen Sid's desk. The former master began as he always did, with opening his massive enchanted tome.

"Today," his deep voice rang clear in the room, "you begin your search for Cruella De Vil." He explained. His eyes turned to the king, his magician, and his knight. "Mickey, Donald, Goofy," he addressed, "you three will not participate in this mission." He said firmly.

Everyone was shocked at that. Before they could question, Yen Sid explained his purpose. "Cruella is a master of persuasion magic. It allows her to take control of animals. If you three were to find her, she could take control and use you against us."

Everyone silently accepted Yen Sid's explanation. The pages of his massive book glowed and the image of the world shot out of it. "I have peered into the worlds and sensed increases in darkness. I want you to search each of these worlds." He then gave them their assignments; Riku was to search Port Royal, Lea would head to the Olympus Coliseum, and Sora would head for Beast's Castle.

"One more thing." Yen Sid added. "Sora, take Kairi with you."

Both of their eyes widened at that. Yen Sid smiled at their reaction. "I have reached the limits of what I can teach Kairi here. She is ready to venture to the worlds; experience will be her teacher now." Both Sora and Kairi nodded. "Kairi, for your first few missions, I will be sending you with the others to make sure you can handle yourself."

When Kairi nodded, Yen Sid repeated the mantra of the keyblade wielders and sent them off on their respective missions.

* * *

Cruella walked the ramparts of the castle wall. She heard a great and terrible beast inhabited this palace. But, to her disappointment, the beast was no more, the spell over him was broken and he had become human. She was devastated (well, not really) to learn that news; she was curious to see if her persuasion magic would have worked on him.

The new day brought about a new outfit for Cruella. Today, it was an average (waist) length off white fur coat, with little flecks of brown running through it. The black top beneath it wasn't visible because the coat was buttoned closed. Black leather gloves covered her hands. At the bottom of her coat, were tight black leather pants which hugged and showed off every curve of her hips and legs before they disappeared into her black high heeled boots.

Cruella was headed back to her car when she heard something. Ducking behind the large stone structure, Cruella peeked over the wall. The large gates to the front of the castle opened and two figures stepped out. It was a boy and girl, teenagers they looked like. Judging by their appearance, they didn't look like they belonged to this world. That only meant one thing: keyblade wielders.

Cruella smirked. There was only one way she could find out. Placing one hand on her hip, Cruella raised her other hand and snapped her fingers.

Things seemed quiet when Sora and Kairi arrived at Beast's Castle. According to what Prince Adam (as Belle had broken the curse on him) had said, they had not seen any trace of the heartless. Belle and the castle staff hadn't seen any strange activity either.

The two were headed back to the gummi ship when they were suddenly surrounded on all sides. Closest to them were the rabid dogs. Behind them, sniperwilds bounces around. Hook bats and wyverns swarmed in the air above him. Sora and Kairi summoned their weapons, ready for a fight. When they saw the keyblades, the heartless went wild and jumped at them in a rage.

Sora and Kairi weaved through the monsters, dispatching them. The rabid dogs jumped at them, gnashing their teeth and biting at them, but their efforts were futile before the keyblades. From a distance, the sniperwilds loaded their slingshots and took fire. Kairi saw the projectiles coming and quickly cast an areo spell. A vortex erupted from her body, blasting the remaining rabid dogs back and shielding herself and Sora from the incoming projectiles.

Sora gave Kairi a quick nod in thanks and jumped in front of her. He swung Kingdom Key at the sniperwilds, but they jumped and danced beyond his reach. Behind him, Kairi raised Destiny's Embrace into the air, casting thundara. The nighttime skies of Beast's Castle became darker as bolts rained down, dispatching the marksman heartless.

The hook bats and wyverns swarmed in the air around the two. Sora and Kairi jumped into the air, dispatching the closest of their flying foes. The hook bats all fell with ease but the wyverns flew up into the sky, out of reach. As Sora sliced through the last of the hook bats, Kairi cast blizzard and launched ice shards at the dragon heartless.

Sora jumped back up into the air finishing the last one off. Both Sora and Kairi returned to the center of the courtyard, standing back-to-back in a battle position, ready for anything.

* * *

Cruella observed them both from the ramparts. Her dazzling electric blue eyes lightened in curiosity at the sight of the two warriors. Wasting no time, Cruella reached into her coat and pulled out a large metal gauntlet that looked like it belonged to a suit of armor.

Many years ago, Cruella had acquired this gauntlet through…unsavory means. It was well worth getting her hands dirty. This metal glove had very unusual… very powerful properties. Whoever the glove was pointed to, it would reveal their greatest weakness. Cruella didn't know how or why it worked like this, but she didn't question it.

Holding the large glove in both her hands, Cruella pointed the glove at the girl. In her grip, the glove shook and vibrated. The pointer finger immediately thrust outward. In her hands, the glove ebbed toward the left, pointing the spiky-haired boy.

"Curious." Cruella whispered to herself. She pulled the glove back, and then pointed it to the boy. The glove repeated its shaking motions as it guided itself to the right, pointing at the girl.

She smirked, placing the gauntlet back in her coat. With the knowledge she just gained, Cruella turned and walked back to her car. A plan wicked plan began to form in her mind. It didn't even matter that she lost a few heartless.

She got everything she needed. And soon, she would regain her lost treasure.

* * *

**For you **_**Once Upon a Time**_** fans, that gauntlet Cruella used was a reference to season 4, episode 12 titled "Heroes and Villains." Quick summary: the queens of darkness (Maleficent, Ursula, and Cruella) kidnapped Belle from Rumplestiltskin (long story) in exchange for that gauntlet.**

**Please review. I love feedback.**


	5. Pongo

**Remember to review. They help motivate me to write. **

**I'm putting this note here at the beginning of each chapter just to remind people. The version of Cruella I'm using is the (live-action) one portrayed by actress Victoria Smurfit from the fantasy series **_**Once Upon a Time.**_** Also, lately, I've been playing KH 1.5 and 2.5. Because of this, most heartless that appear in my story will be described as having their **_**Final Mix**_** color schemes.**

**This chapter is meant to actually be really short. **

**Disclaimer: I don't own **_**Kingdom Hearts**_** nor do I claim ownership or make profit off of it. Also, should point out (just in case), I don't own _Once Upon a Time_ either.  
**

* * *

_**If she Doesn't Scare you**_

**Pongo**

Sora found himself in Traverse Town today. Ever since a couple days ago, the search for Cruella yielded no results. But still they searched. So today, or tonight rather (as he had spent the entire day there), he came back to Traverse Town.

Oddly enough, despite the powerful darkness master Yen Sid had sense…it was quiet. Usually, in the worlds Sora had been searching, the Heartless ran rampant, wild. Yet, that wasn't happening here. Sora would have returned to the Mysterious Tower, but it wasn't just quiet; it was too quiet, and that's what made it suspicious.

Sora found himself traveling through the back alley behind the 2nd district. Still so quiet. It was like everyone was hiding. But from what, he didn't know.

Sora took another step when he heard a whine behind him. Summoning Kingdom Key to his grip, he turned around, only to be greeted by the sight of an old friend.

"Pongo!" Sora exclaimed, a smile appearing on his face. His Dalmatian friend from his first ever journey stat in front of him.

"What are you doing here?" Sora asked. "Shouldn't you be at the house with Perdita and your pups?"

At Sora's words, the Dalmatian turned around and darted through the doorway out of the back alley and into the 2nd District. Confused by what just happened, Sora followed him, thinking something was up and his friend wanted to tell him something. Sora took off after him, following him across the district.

Pongo dashed past the found, Sora in close pursuit. Pongo turned into the little alleyway that led to the third district and stopped suddenly. Sora slowed to a walk as he continued going after the dog.

As Sora approached the dog, Pongo's expression changed. He suddenly jumped up, barking at him. Sora was taken aback and stopped moving. Pongo's expression changed to a vicious snarl, gnashing his teeth as he glared at the teenager.

"Pongo?" Sora asked confused. "What is it?"

But Pongo just let out a vicious bark at him. Sora kept his distance, not knowing what was going on with his friend. Sora failed to notice that Pongo's eyes briefly flashed bright, emerald green.

Pongo continued to growl and gnash at Sora, as a black, silver, and white car pulled up behind him. The sound of a dying motor caused Sora to turn around as the driver's side door opened.

A woman with odd black and white hair stepped out of the car. She wore a V-neck black blouse and black slacks with wide legs that swished and flowed in her feet which had on black high-heels. Wrapped around her hourglass torso was a thick fur coat which was made of dark brown fur at the top and flowed down into off-white fur at the bottom. The coat puffed up around her shoulders and led to long flowing sleeves. Red leather driving gloves hugged her slender hands and fingers.

"Don't be mad at the dog darling." The woman addressed Sora as she placed one hand on her hip and the other hand on a headlight, leaning on it. "He's simply following orders, and I told him to 'fetch.'"

Sora took another look at the growling Dalmatian and turned back to the woman in front of him, his expression turning to a glare. "You must be Cruella De Vil." He said.

"Well aren't you smart." Cruella said coldly, her blue eyes shooting an icy glare.

Sora summoned Kingdom Key and moved to strike at the woman in front of him, but Pongo got up and ran between them, barking viciously.

Cruella's painted lips twisted into a wicked smirk. "My original plan was to use the heartless, but I've seen how easy you dispose of them." She explained. "I figured it would be better using an innocent; you keyblade wielders would never allow someone innocent to get hurt." She let out a dark chuckle, easily on par with that of Maleficent's wicked laugh. "Imagine my surprise when I find out that he actually knows you."

Sora looked back at the dog in front of him. She was right about one thing; he would never hurt an innocent person, enslaved by magic or not. Sighing, he dispelled his keyblade. "What do you want?" He asked, seeming defeated and out of ideas.

Cruella was silent for several seconds, trying to impose Sora with her threatening aura. Finally, she opened her mouth to speak.

"I want you to be a good boy, and get in the car!"

* * *

**Another chapter done. Thank you for reading. A couple notes: this is the last clothes change for Cruella, I just wanted to use as much of her OUaT costumes as I could. But, as I just said, that's finished. She'll wear what she's wearing now until the end of the story (thank god because I'm terrible at writing fashion).**

**Also, and this one actually surprised me, this story is almost done. Yeah, I would think this story will be finished in 5 or 6 more chapters.**

**Please review. I love feedback.**


	6. Sympathy for the De Vil

**This chapter and the next chapter will feature some present events, but they are primarily flashbacks. I was originally going to make them one chapter, but I divided them for dramatic buildup.**

**Remember to review. They help motivate me to write. **

**I'm putting this note here at the beginning of each chapter just to remind people. The version of Cruella I'm using is the (live-action) one portrayed by actress Victoria Smurfit from the fantasy series **_**Once Upon a Time.**_** Also, lately, I've been playing KH 1.5 and 2.5. Because of this, most heartless that appear in my story will be described as having their **_**Final Mix**_** color schemes.**

**Disclaimer: I don't own **_**Kingdom Hearts**_** nor do I claim ownership or make profit off of it.**

* * *

_**If she Doesn't Scare you**_

**Sympathy for the De Vil**

Everyone began to gather back at the Mysterious Tower after another tiring day of missions. This time, Kairi had traveled with Riku to La Cité des Cloches, Lea had journeyed to Castle of Dreams, and Sora had gone to Traverse Town. Also on this evening, Mickey Donald and Goofy had returned from Disney Town to check in on everything.

"It's getting late." Kairi observed with a frown as she looked outside. "Where could Sora be?"

Riku put a reassuring hand on Kairi's shoulder. "Don't worry." He said with a smile. "Sora's just running late. He'll be here."

Suddenly, Yen Sid waved his hands and a large crystal ball appeared on his desk. "Speaking of, Sora is contacting me right now." Yen Sid had given all his pupils a way to contact him.

The old sorcerer waved his hands and Sora's face came into view within the crystal sphere.

"Guys!" Sora said with urgency in his voice. He had an expression that looked like a cross between worry and fright. "Whatever you do," he said quickly, "don't do it! Don't worry about me, I'll be fine!"

Sora was silenced. The image in the crystal sphere shook and shifted around. Then, shocking everyone, the image of Sora was replaced by Cruella.

"Hello darlings." The blue-eyed woman wore a wide grin on her face. "As you can see, I've kidnapped your dreadful friend."

Kairi gasped, covering her mouth. Riku's and Lea's eyes widened. Mickey, Donald and Goofy all gasped at Cruella's words.

Yen Sid remained calm. His expression turned into a glare. "What do you want Cruella?"

The fur clad woman grabbed Sora and pulled her against him, like two people getting together to post for a picture. "Well, I thought it would be obvious by now. I want what was taken from me by your wretched acquaintance Eraqus." She turned back to the former master's pupils. "Bring it to me in the dark depths in Radiant Garden. You know, that cliff overlooking Villain's Vale. Otherwise," she clicked her tongue as she looked to Sora. "You're friend here is going to suffer a rather…unfortunate fate."

"You're bluffing." Yen Sid spoke.

"Do you really want to test that you old fool?" Cruella spat. "There are things that I can't do, but I can still make sure your precious student suffers greatly."

Before anyone else could get a word in, the image in the crystal ball vanished. Sighing, Yen Sid dispelled it, making it vanish. He folded his hands, resting his elbows on his desk.

"We have to do something Master Yen Sid." Kairi exclaimed. "We have to save Sora."

"Why don't we just give her what she wants?" Lea asked.

"Out of the question!" Yen Sid said firmly.

"But why?" Kairi asked. She couldn't bear the thought losing one of her dear friends.

"What is it the Cruella wants so badly she would resort to something like this?"

"The very thing that makes Cruella a monster." He sighed. "It all began several years ago. I don't know the whole story… there were things Eraqus didn't tell me. But I can tell you what I do know."

* * *

Cruella opened the backseat of her car. "How are you doing darling?" She asked, her voice laced with fake kindness. Sora was sitting in the backseat, his hands were tightly bound together behind his back. Across from him, Pongo stood on guard, growling and glaring at Sora. At Cruella's question, Sora only silently glared at her.

She only smirked at his response. "Well don't worry darling, as soon as I get what I want, you'll be free to go." She slammed the door and walked to the edge of the cliff. She placed her hands on her hips, overlooking Villain's vale. In the distance, Cruella could see the massive black dragon that was Maleficent, still asleep like she commanded.

Soon, Cruella would get what she most desired; she was so close. She gave one last look at Sora, making sure he was still there, and then turned back, looking out at Villain's Vale.

* * *

**(Many, many years ago)**

A small girl of six or seven years old ran through the forest. She was a pretty little thing with pale skin and long wavy blonde hair. She was dressed in a pretty little blue dress and a purple jacket over it. The little girl's blue eyes were wide with fright as she ran through the woods.

Behind her, the woods were filled with vicious barking. The child turned around to see a Dalmatian burst through the trees after her. The girl turned ahead and ran as fast as her legs could carry her.

The girl rounded a corner, losing the dog. She stopped in her tracks; there, standing in front of her, was another Dalmatian growling and gnashing at her. The girl turned around to see that the other dog had caught up with her.

The child looked between the dogs as a red Alvis Speed 20 2D Drophead Coupe pulled up to her. The driver's side opened and a middle-aged woman stepped out of the car. Her form was covered in a black coat with a black scarf wrapped around her neck. Her dark brown hair was covered by the black cloche she wore on her head. Her hazel eyes burned with fury as she glared at the little blonde girl.

"Heel." She said firmly. The two Dalmatians immediately ceased their growling and went to the woman's side. She then turned her icy glare to the little girl. "Now be a good girl, and come back home."

The child tried to mask her fear. "I won't!" She spat defiantly to the woman. "You can't make me!"

Stone-faced, the woman raised her hand and snapped her fingers. The dogs on either side of her began growling. "As a matter of fact I can." She walked up to the girl and bent down so that she was face to face with her.

Her voice was cold. "And now that your father's gone, there's going to be a few changes around the house Cruella."

* * *

Madeline De Vil led her young daughter Cruella up along the winding staircase of the stately mansion the two now shared; her young daughter forced to follow behind her because of the spotted dog that followed along. Madeline led Cruella to the highest floor of their mansion. At the top floor was only one door. Madeline pulled out a key and unlocked it; on the other side was the mansion's massive attic. It was sparsely decorated with a few items. A bed in the corner with a trunk at the foot of it. A wardrobe and a dresser. A desk with a lamp on it. A couple of lamps stood in each of the corners of the room. One wall had a large arched window that let in the light of day.

"From now on," Madeline stepped aside so that Cruella could walk into the room, "this is where you'll sleep."

Cruella turned to her mother in disbelief. "So, you're just going to lock me up in here like one of your dogs?" Her innocent blue eyes widened.

Madeline took one glance at the attic. "This room will be your world until you learn to do as I say." She said, slamming the door shut.

Many years had passed since that day. Since the day Cruella became a prisoner and her mother the warden. She tried her best not to let it affect her.

Over the years, Cruella had grown and matured into a beautiful, voluptuous young woman. Her long blonde hair was crimped and wavy as it hung down to her shoulders. Cruella was clad only in a simple white dress as laid down on her bed. Sitting on the trunk at the foot of her bed was a radio, which was playing jazz.

The music suddenly stopped as the radio was ripped out of the wall. There stood Madeline, holding it in her hands. Where the years had been good to Cruella, they had been poor to her mother. Madeline's tall regal form had aged considerably; her stern face covered in wrinkles. Her brown hair had become a wiry gray which was pulled into a tight bun behind her head. She wore a simple brown dress with a matching jacket buttoned up over it.

"Cruella, where did you get this?" Madeline spat.

"Mother, plug that back in." Cruella begged. "You simply must hear that song."

"You stole it didn't you!?" She growled out, ignoring her daughter's pleas. "The last time I let you out!"

"But mother," the blonde whined, "I'm bored out of my mind! I've read every book in this room a hundred times! And I…" she paused, "I wouldn't have to steal if you just let me leave this house just once."

"Out of the question." Madeline said firmly. Their conversation was interrupted when the doorbell rang and Madeline's dogs started barking.

"Wait here." Madeline ordered, walking out of the room. "And be quiet!" She spat, slamming and locking the door behind her.

* * *

Eraqus looked up at the mansion again. When a growing darkness had been sensed emanating from the world, the young keyblade master had been sent to extinguish it. Being several years before he would take on his own students, Eraqus' hair had not lost any of its luster and was its original shiny black. His face, though stern, had not taken on the few wrinkles they would later in life.

In order to blend in and protect the world order, Eraqus had temporarily traded his usual attire for a gray business suit. The young Eraqus looked back up at the mansion before him. There was no doubt about it; this house was source of the dark presence coming from this world. He rang the doorbell again, causing the dogs on the other side of it to start up barking. As he waited, Eraqus adjusted his tie, going over his cover story in his head again.

Finally, the front door opened revealing Madeline. "Can I help you?" She asked quietly.

"Yes." Eraqus said, reaching into his coat pocket and pulling out a notepad. "I'm a reporter you see." He lied expertly. "I travel the world collecting interesting stories."

"None of those here." Madeline said quickly, moving to shut the door.

Eraqus placed his hand on the door, holding it open. "Wait." He asked. "You're a world renown dog trainer. You've served famous musicians, nobles, lords, even kings and queens." He recounted the information he had taken the time to learn before approaching Madeline. "My readers would love to hear your story." He lied. "Two minutes of your time is all I need."

Madeline finally spoke after being silent. "Fine. Two minutes." She stepped aside, letting who she thought to be a reporter into her home. Eraqus walked into the mansion, taking notice of the two Dalmatians at their master's side.

"I never did catch your name." Madeline pointed out.

"Oh it's Eraqus." He said; the only truth he did tell.

"An odd name."

"Well my parents were a bit eccentric." He surveyed the area. "Do you mind if I take a look around?" He asked, going up to the staircase.

Madeline gave a hesitant nod as she followed him up to the second floor. "Sorry." She apologized. "All that's left after this is the attic."

"No worries." Eraqus opened his notepad, pulling out a pen. Now, he just needed to stall so he could try to find the darkness hiding here. "Now tell me, how do you do it?" He asked, referring to Madeline's dog training. "I've asked around, and the way the people describe it, it's like magic."

The woman gave a curt smile, showing hints of modesty. "No magic here. Just hard work and routine."

Eraqus sighed. She was answering his questions quickly, trying to end the interview as fast as possible. Like she had something to hide. He stalled for time. "Forgive me for saying, but that seems kind of dull. Most readers like a story with a little more excitement, a touch of magic, if you will." He explained as he paced the hall. He stopped in front of a wall. This wall had three large paintings, each of a different male.

He turned back to Madeline. "Relatives?"

"Husbands."The elderly dog trainer bit her lip. "I think it's time for you to go."

"Three husbands." Eraqus whispered, pretending to scribble in his notepads. "Are you widowed or a divorcee?"

Before he could get another word out, Madeline snatched the note pad out of his hands. "You've never been married before, have you?" She asked.

"W-what?" Eraqus asked.

"Of course you haven't." Madeline growled, holding the notepad away from him. "If you had, you wouldn't have asked those questions so carelessly."

"I'm guessing you've never even been in love." She spat, a distant look in her eyes.

"I…" the sudden inquiry made the keyblade master speechless.

Madeline walked down the stairs, opening the front door. She hurled the notebook out into the front yard. Eraqus ran out to retrieve it, and Madeline slammed the door behind him.

Eraqus sighed. At least his mission wasn't a total failure. He'd managed to locate the source of the darkness that was festering within this world. Now he just needed to form a plan.

"Psst!" A voice which sounded somewhat like a whisper tried to get his attention. Eraqus looked around for the source of the voice when it called to him again. He looked up toward the top of the mansion. There, sticking her head out the topmost window was the most beautiful woman Eraqus had ever laid eyes on.

"I heard everything." Her lovely voice spoke down to him. "Are you really looking for a great story?"

Eraqus was silent, transfixed by her beauty. Finally, he remembered his cover and nodded. "Yes. And you are?"

"I'm simply a girl with a great story." She let out a cute little giggle.

Who was this girl? And why was she hidden away? Eraqus figured it had to do with that woman, Madeline. He thought about having the girl help him. "I'd very much like to hear it." He told her, referring to her story.

The young blonde woman turned her head back, looking back into the room. She then turned back to Eraqus. "You're going to have to get me out of here first." She told him.

"I'm Eraqus." He greeted up to her with a smile.

"I'm Cruella."

* * *

The two had agreed to meet the next night. After she was sure her mother had gone to bed, Cruella had changed her clothes into a tight, form-fitting sparkling black flapper dress that she had made. As she had grown over the years, Madeline supplied her daughter with a sewing machine and material to make her own clothing. The ensemble was completed by black stockings and a pair of black heels.

Cruella pulled a white coat on around herself and buttoned up when she heard a knock on the window. The blonde walked over and opened it, and there was Eraqus, waiting below for her. On her windowsill was the pebble he'd thrown to get her attention.

Cruella smiled at the handsome man waiting for her. Looking at the front courtyard, she saw her mother's Dalmatians were asleep.

"Shh." Eraqus held his finger to his lip. Dropping his cover, Eraqus held his hand out and summoned Master Keeper. Cruella's eyes widened, not understanding what the giant key was. Eraqus pointed the key up at the window. A beam of white light burst from the tip of his weapon and into the attic. The energy beam arced and soared into the lock on Cruella's door. The gears and mechanisms click as the lock was undone and the beam of light faded.

Cruella looked back out. "What was that?" She asked.

"I'll explain later." Eraqus told her. "Come on."

Hesitantly, Cruella turned the doorknob only to be shocked when it actually turned and opened. Careful not to create noise and wake her mother, Cruella crept down the stairs and out the front door where Eraqus was waiting for her.

"What is that?" Cruella asked with an astonished tone, pointing to the keyblade in Eraqus' hand. "How did you do that?"

"There'll be plenty of time to answer your questions later." He explained. "Let's go somewhere quiet where we can talk."

"Quiet?" She asked, the light and happiness left her face, replaced with a small twinge of sadness. "If you don't mind, could we go somewhere loud?"

"Loud?" Eraqus repeated.

"I live in an attic." Cruella pointed to the highest window on the mansion. "My mother rarely lets me out. She won't allow me to have any friends or any kind of fun. She even ripped my favorite flowers out of the garden because she didn't like the smell."

Before she could continue the list of misfortunes, the young Eraqus put his finger on her lips, silencing her. "Okay." He said. "I'll take you wherever you want to go." He took her hand and gave it a kiss, making the blonde girl blush.

* * *

The little nightclub was lively with music and dance as a live band blasted jazz music. An excited energy swept through the joint. Cruella and Eraqus sat at a table in the corner. A waitress set down a martini for the blonde and left the couple alone. Curious and excited, Cruella tasted her first drink, pulling it away immediately after, coughing as she did so.

"You alright?" Eraqus asked, concerned.

Cruella held her hand up. "I'm fine darling. It's just more powerful than I thought it would be." She set the drink down.

"So what was that back there?" Cruella asked. "What was that thing? How did you do all that?"

Eraqus chuckled. He wanted to tell her everything. "It's a rather long and complicated story." He explained. "But the short version is that I'm not really a reporter."

"I kind of put that together back at the house." Cruella pointed out.

"I'm an investigator of sorts." He told a sort of half-truth. "I travel looking for the wicked and bring justice to them."

Cruella's eyes were widened with awe. "I knew someone like that would come eventually." She whispered to herself, the loud music practically muting her. "So, the reporter thing was just a disguise?"

"Yes. I needed to find a way to get in there." He explained. "Now what's your story?" Eraqus asked her. "Why would your mother lock you in an attic all your life?"

"Self-preservation." She said, glaring off to the side. "She's afraid that I got out, I'd spill her dirty little secret."

"Secret?" Eraqus asked, leaning forward. "What secret would that be?"

Cruella looked around the nightclub to make sure no one was nearby, she then leaned forward. "Most people think my father died of a heart attack, but I know the truth." Cruella said loud enough to be heard over the music but not loud enough to be heard by eavesdroppers. "My mother poisoned him."

Eraqus' dark eyes widened. So, his suspicions about Madeline being the dark presence in this world were confirmed. "How do you know that?" He asked.

"Well," Cruella told him, "any doubts I had were put to rest when husbands two and three went belly up."

"Well, Cruella," Eraqus took her hands and held them gently. "You don't need to worry anymore. I won't let your mother lock you up again."

Cruella averted her eyes, her cheeks turned a light pink and a bashful smile was on her face.

Her attention changed when the band started playing a new song. Her beautiful sapphire eyes lit up as she jumped out of her seat. "I love this song!" She exclaimed. Still holding Eraqus' hands, she pulled him out of his seat.

Eraqus couldn't help but smile at her excitement and pulled himself to his feet. Eraqus' quest was briefly forgotten as he spent the night dancing with the beautiful blonde woman who he had so quickly, and surprisingly, found himself infatuated with.

* * *

As the night went on, the club died down. Most of the patrons left, a few here and there. Eraqus and Cruella were still in their corner booth, sitting down and enjoying each other's company. In all his travels across all the worlds he'd visited, Eraqus had never met a woman like Cruella. Cruella had never met someone like Eraqus either; someone able to free her from the domineering controlling thumb of her mother…albeit temporarily.

Throughout the night, Eraqus had constantly thought about his mission; find this world's darkness and eliminate it. The problem was, after he eliminated Madeline, what would happen to Cruella? Thinking on a spur of the moment, Eraqus decided to invite her to come with him.

"There's something I should tell you." He finally began.

"Yes?" Cruella asked, leaning forward.

"I'm not from around here." He admitted, albeit cryptically.

Cruella raised an eyebrow, confused. "What do you mean darling?" She asked, tilting her head.

"When I said I was an investigator, I didn't tell you everything." He confessed. "I travel, fighting evil as I told you. But the places I travel…are father apart."

"What?" Cruella still didn't understand.

It was now that Eraqus chose to be forward. "I'm not from this world." He said.

In her silence, he continued. "Your world is one of many." He explained. "And I'm part of a select group of people who travel between the worlds and protect them from darkness." He held up his hand and summoned Master Keeper. "We do it with this; it's called the keyblade."

Cruella's sapphire eyes widened as she stared at the weapon in awe. "It's the ultimate tool. I prefer not to call it a weapon." Eraqus continued. "It can unlock any door. It can fight the darkness. It even has the power to lock and unlock the powers of the heart."

"The heart?" Cruella needed explanation on that.

"The battle between light and darkness has been going on forever." Eraqus explained. "Most people who know of the keyblade's existence think the front lines of the war between light and darkness happen in the worlds. But that's not true. The front lines of this ancient war is the heart. For either side, the heart is the most weapon."

Cruella took all the information in as best she could. "And you came here because of darkness?" She asked.

He nodded. "A former master, a sorcerer named Yen Side sensed a growing darkness here in this world. My search led me to your mother."

He changed the subject. "I want you to come with me." He said quickly.

"What?" Cruella was lost again.

"After I'm finished here. After your mother has been defeated, I want to bring you with me. To travel to other worlds."

The blonde averted her eyes, blushing. "Asking such a big commitment of a girl you just met." She said with a shy smile. "It's all a bit much to take in at once."

Eraqus' smiled dropped only slightly. Was Cruella going to reject him? He didn't like the idea of that, but it was her decision. "At the very least, let me give you something." He offered. "So, if you decide to come with me or not, you'll be able to look after yourself."

Cruella looked back at him. Eraqus turned his keyblade on himself and plunged it into his heart. Cruella gave out a shocked gasped as his chest cavity was swallowed in light. He pulled the keyblade out of his chest, an orb of glowing light floating at the end of it. He took the orb in his hand, dispelling Master Keeper, and held the sphere to Cruella.

"What is it?" She asked, staring at it.

"It's magic." He said. "Or rather, it's a small fraction of my magic. Becoming an accomplished mage takes a long time to master." He explained. "But I figure I could give you a bit of a head start." He gave her a warm smile. "Simply absorb it into your body and let the orb take form of what your heart wishes." He explained.

Cruella slowly reached forward with a tentative hand. Carefully, she took the sphere of light into her hand. It felt warm in her palm. She cupped the object with both her hands and held it up, Eraqus watching the entire time as she examined it. Thinking of no other possible way to absorb it, Cruella opened her mouth and swallowed it whole.

"Oh my." Cruella gasped as the orb dissolved into her body, the power coursing through her. "I think I can feel it working." She let out a little giggle as she put her hand over her mouth. "It feels so strange."

"You'll get used to it. Don't worry." He gave her a reassuring smile.

"Before I go with you," Cruella announced her intentions, "before you do what you came here to do, I need to go back." She explained. "I need to confront my mother and let her know that she no longer has the power to control me."

"I'll come with you." Eraqus moved to get up.

"No!" Cruella said firmly, grabbing his hand and holding it as she stood up herself. "I appreciate it darling, but it's something I have to do alone."

She moved her hand from his and cupped his cheeks. "Wait for me." She asked. "I'll come back as soon as I can. And then you can do what you need to do, and then we can leave."

Cruella leaned forward and pressed her lips softly against Eraqus' in a chaste, gentle kiss. "Until I return." She whispered.

Eraqus watched as Cruella left the nightclub. In their eyes, they could both see the longing for each other.

* * *

Eraqus sat outside of the nightclub on a bench underneath the street light. He looked up into the night sky, seeing dark black storm clouds begin to shroud the moon and stars. Any other time, Eraqus would have taken it as an omen. But not tonight, he was too distracted; he was a fool in love.

There was a rustling sound nearby, causing Eraqus to stand up and look around. "Cruella?" He called. But it wasn't her. Two Dalmatians ran out and at him, barking and growling. Eraqus glared back at them just as a red car pulled up to the sidewalk. The car shut down and the elderly Madeline De Vil stepped out of her car, dressed in her long black coat and black leather driving gloves.

"You!" She gasped upon seeing Eraqus again. "Where is my daughter?" She asked, her surprise turning into a glare. "Where is Cruella?"

"I don't have to tell you anything!" Eraqus said defensively.

The spotted dogs walked to Madeline's sides, one of them barking at Eraqus. "The dogs can smell her on you." She said. "Where has she gone? Why were you with her?" Her glare bore into him.

"I freed her." He said, standing his ground. "I helped her from the prison you looked her away in. And I'm going to make sure she never goes back."

"You foolish boy." Madeline whispered. She turned back to her precious Dalmatians. "Stay." She instructed before turning and walking up to Eraqus. "You should have gone far away from her when you had the chance."

"Why?" Eraqus asked. At his side, his fingers twitched, ready to summon Master Keeper. "So you're secret would remain safe." Madeline tilted her head, confused. "She told me about her father and the others; how you killed him."

Eraqus didn't expect what happened next; her stern, icy glare dropped replaced with a softer expression of worry. "She really did a number on you, didn't she?" She asked. "You think a newspaper boy would understand a tall tale when he heard one." She said, still believing Eraqus' lie about being a reporter.

A flicker of sadness passed through her eyes. "Don't you understand? I never killed anyone." Her lip trembled. She took a deep breath. What she said next shook Eraqus to his core.

"It was Cruella."

Eraqus froze and his eyes widened. "You expect me to believe that angel that I danced with tonight is a killer?" He asked, rightfully sounding skeptic.

Madeline frowned and walked past him, sitting down on the bench under the streetlamp. "I didn't want to believe it either." She exhaled. "She was always a…" she paused, looking for the right word, "a troubled little girl. Her father and I thought she would grow out of it."

She looked down, gazing at her feet. "Then, one night, he was having his tea in the parlor. I heard a thump on the floor. I rushed in to see my husband dead of a heart attack." She looked up, her cold eyes suddenly full of emotions as she recounted the tale to Eraqus. "Cruella, the poor dear, was there, paralyzed with shock.

"After the doctor left, my first thoughts went to her. What effect would seeing her father die have on her already disturbed mind. So I went to try and comfort her. I expected to find her crying, but she wasn't."

Though her face didn't show it, Eraqus could see a flash of fear in her eyes. "Instead I saw the hint of a sile." Madeline looked away again, a few stray tears spilling out of the corner of her eyes. "I thought I was imagining things." She took another deep breath trying to calm herself. "But then I saw the bouquet of flowers on her bedside table."

"Her favorite flowers?" Eraqus asked, remembering what the beautiful blonde girl had told him earlier that night. "The ones you ripped out because you didn't like the smell." He repeated what Cruella told him.

"I ripped them out because they were _poisonous!_" Madeline spat. She silenced again, taking the time to wipe her eyes. Eraqus continued to watch her with disbelief. "She poisoned him!"

"You're lying!" Eraqus refused to believe her. Never had he heard a child doing something so heinous. And there was no way Cruella, his Cruella could do anything like that. "If what you're saying is true, you would have gone to the authorities."

"How could I?" Madeline asked, standing back up. "She's my daughter, and I blamed myself." Her body shook and her breaths became shaky as more tears began to pour from her eyes. "I thought if I could keep her close, I could fix her." She tried to take another breath, but continued when she found it futile. "But there is _NO_ fixing her! She poisoned my next two husbands as well."

"I refuse to believe such a lie!" Eraqus growled.

Madeline turned and walked back to her car. "You don't have to believe me." She said, wiping her eyes. "Just stay away from Cruella." She warned. "She only cares about herself and nothing else. She takes the things others care about and destroys them."

Madeline said nothing more as she opened the backseat door and snapped her fingers. The Dalmatians immediately ran into the backseat of the car. Madeline shut the door and got into the driver's seat, starting the car up.

Eraqus could have summoned his keyblade and completed his mission right then and there… yet he didn't. Why? Instead, he silently watched as Madeline drove back toward her mansion.

What was that? Eraqus couldn't believe it. It wasn't possible. And yet, something about the entire ordeal seemed off. What was there to do.

Eraqus sighed. There were too many things to worry about now; his mission had become complicated. The mansion was some ways away; a few minutes by car, but at least forty minutes on foot. Eraqus immediately took off in a run. There were just too many questions now, and he needed to get to the bottom of things.

And he had to hurry too. He could sense it; something bad was about to happen.

* * *

"Cruella?" Madeline called as she walked into the empty mansion, her loyal dogs still at her side. After her talk with that man, she sped home, hoping to find her daughter. She walked into the dark mansion, a crash of thunder occasionally providing extra light.

Madeline crept through her own house, her heels clicking on the hard wood floors in the deathly silence. She stopped moving when she heard another set of heels clicking on the floor.

Cruella walked out of the living room and walked into the foyer. The blonde woman was stone faced as she stared at Madeline. "Hello mother." Cruella greeted in a calm, flat, even tone.

Madeline frowned at the sight of her daughter. "Dogs!" She ordered.

Immediately, the Dalmatians sprung into action. The ran into past their master and stopped at Cruella, barking and growling and gnashing their teeth. Madeline would never hurt her daughter, but this tactic was always meant to scare her.

Cruella looked down at the two animals acting viciously towards her. Her stone expression never changed as she gazed back up at Madeline. "That won't work on me anymore."

She bent over, lowering herself to the dogs' level and opened her mouth. When Eraqus had granted her magic, Cruella knew in her heart what she wanted; control. No. Control was too subtle a word. She wanted complete enslavement over the animals that had been her prison guards for so long. But not just these Dalmatians; Cruella wanted to control any and all animals, and Eraqus had given that to her.

Thick green smoke poured out of her mouth, surrounding the dogs in an emerald haze. As they barked and growled at her, they helplessly breathed in it. And then they stopped. Their eyes flashed green as they ran over to Cruella's side.

Madeline's eyes widened at the spectacle before her. "What was that?" She asked, unable to hide the fear that now held her. "What did you do?"

Cruella answered in that same flat, even voice with that same unreadable stone expression. "I simply taught them a new command." And Cruella held up her hand as she had seen her mother do so many times when commanding her dogs. Her voice took on a dark tone as she spoke only one word:

"Kill!"

Suddenly, the enslaved Dalmatians bared their teeth as they lunged at their former master. Madeline let out a shrill, loud scream as they attacked her. Her daughter's blue eyes watched the entire scene unfold before her.

And Cruella smiled.

* * *

**This chapter was a pain to write. I think this is also gonna be the longest chapter in the story (I don't know yet though, so don't hold me to that). Please REVIEW! I wanna hear what you guys have to say. Especially after this revelation that Cruella is really messed up. **

**PS, to everyone who hasn't seen **_**Once Upon a Time**_**, but is curious about watching it, I'm sorry I kinda ruined it for you.**

* * *

**You know, for a while now, I've wanted to do a **_**Kingdom Hearts**_**/ **_**Once Upon a Time **_** crossover. This story was actually just one of three ideas I had. Since I don't plan to write them, I'll share the other two with you.**

_**Fire &amp; Ice**_**: This story involved Lea and was actually a three way crossover between **_**Kingdom Hearts**_**, **_**Once Upon a Time**_**, and **_**Frozen**_**. It would see Lea travel to Arendelle and work together with Elsa to save her world from darkness. The world villain WOULD NOT be Hans, but rather it would be the villain of the Frozen Arc during OUAT (who was actually also the fairy tale inspiration for **_**Frozen**_**), The Snow Queen.**

_**The Yellow Brick Road (temporary working title)**_**: This one wasn't so much a story, it was just an incomplete idea. It would focus on Kairi (for both stories, I wanted to focus to be on one of the new keyblade warriors rather than Sora or Riku) as she travels to Oz and fights Zelena (better known as The Wicked Witch of the West).**

* * *

**Please review. I love feedback.**


	7. The Devil's True Colors

**Remember to review. They help motivate me to write. **

**I'm putting this note here at the beginning of each chapter just to remind people. The version of Cruella I'm using is the (live-action) one portrayed by actress Victoria Smurfit from the fantasy series **_**Once Upon a Time.**_** Also, lately, I've been playing KH 1.5 and 2.5. Because of this, most heartless that appear in my story will be described as having their **_**Final Mix**_** color schemes.**

**Just a little side note: Remember that coat Cruella wore in chapters 2 and 3. It makes an appearance again in this chapter.**

**Disclaimer: I don't own **_**Kingdom Hearts**_** nor do I claim ownership or make profit off of it.**

* * *

_**If she Doesn't Scare you**_

**The Devil's True Colors**

It took Eraqus longer than he thought to reach the De Vil mansion. Along the way, he had dropped his reporter guise and changed back into his original clothes; his armored chest plate, beige leggings, black and gold boots, and the white robe he wore over it. With another crash of thunder, rain began to sprinkle out of the sky in light little droplets.

When he approached the mansion, he was surprised to see the front door standing ajar. Getting another bad feeling, Eraqus ran into the house. Outside, the light drizzle turned into a downpour.

"Hello?" Eraqus called into the empty house. There was no response. The nagging feeling in the pit of his stomach told him something was up. He summoned his keyblade and walked further into the house. Still nothing.

Eraqus had noticed something though; earlier, when he had come to the house, he had sensed darkness coming from here. Now, however, the darkness was immensely greater. It was as if a bottle had been open and turned upside down, the darkness coming from the house was immense

In the deafening silence, Eraqus could hear the faint hum of jazz music coming from above him. The attic. Eraqus ran up the stairs to the third floor. Light and the sounds of jazz music were coming from the other side of the lone door of the third story. Eraqus pushed the door slowly and crept into the room. He immediately found the source of the music; a radio sitting on a trunk at the end of a bed. Scanning the room, Eraqus quickly found Cruella; her body was hunched over and her blonde head hovered above a sewing machine which she currently running. Beneath the machine, Eraqus caught glimpses of a sheer red fabric that looked like silk or something similar.

"Cruella?" He asked, his voice gentle. "Where is your mother?"

The blonde didn't respond to him. She remained hunched over the sewing machine. After a while, she stopped what she was doing, turning the machine off, and just staring at what she was making.

"Cruella!?" Eraqus repeated a little louder this time.

Cruella turned around to face Eraqus. Her blue eyes were wide and her entire face had a euphoric expression . That joyful expression combined with her cheerful tone made the words she spoke to Eraqus that much more chilling. "Well, thanks to you, she's dead darling."

Eraqus' eyes widened, he was shocked beyond belief at what he was seeing and hearing. This woman wasn't the same Cruella he'd met earlier that night. This woman was completely different.

She continued, a smile gracing her lips. "Oh, you should have seen the look on her face when her beloved turned on her." She let out a contented sigh. "It's a memory I will cherish forever."

"Oh my god!" Eraqus gasped. He took a step back from her; the joy Cruella was taking in a cold-blooded murder was sickening. He gagged as he resisted the urge to vomit.

Cruella mistook his reaction to her for something else. "Oh you don't to worry about the dogs anymore." She told Eraqus as she stood up. She pulled what she was working on off the chair; the red silk was revealed to be the inside of a long white fur coat with black spots running all along it. The lapels of the coat, along with the edge of the long sleeves and the bottom of the coat, were all black. Cruella slid her arms into the coat and pulled it around her hourglass figure, showing it off. "They're with mother now."

"How could you do this?" Eraqus asked, watching as the girl reveled in sick twisted glee. "I thought we were going to leave this place." He said quietly. "I thought you returned my feelings."

Cruella giggled. That same giggle that Eraqus found cute earlier in the night now sounded horrifying. "That was the idea darling." She said with a grin. "You were—what's the phrase," she asked herself, "a means to an end."

"So you used me." Eraqus said. "Why?"

Cruella ran her hands along her new coat, seemingly more interested in that than her conversation. "You know, everyone seems to ask that question. 'Why?'" She repeated it. "And I can't really say I know the answer." Her blue eyes met Eraqus's dark ones. "Some people can bask in the light." She said, sounding almost philosophical. "Most have to struggle not to be drawn into the darkness." Her lips curved even further, turning her smile into a wicked, insane grin. "But ever since I was a little girl, I've always thought, 'why not splash in and have fun?'"

Eraqus still couldn't believe what he was hearing and seeing. The girl he had come to love was purely insane. He had fought the darkness before, but he had never seen a dark presence like this. The young master tried to bury his feelings for her away, hoping to make this easier. He raised Master Keeper and pointed it at her.

"If you have given into darkness," he said, trying to keep his voice steady, "then it is my duty to stop you." In truth, Eraqus didn't know what he would do. He knew now not to get involved. Cruella had hurt him; he had broken his heart. In all honesty, he didn't know if he could complete his mission.

Cruella watched Eraqus hesitate. She knew Eraqus was contemplating whether or not he could complete his mission. Cruella reached down for a vase she kept on the desk where her sewing machine was. When Eraqus continued to remain still, she lobbed the vase at him.

Eraqus saw it coming, and raised his keyblade to block the makeshift projectile. The vase shattered against Master Keeper; ceramic shards flying on everywhere. When the dust settled, Eraqus lowered his weapon to see Cruella running at him, a pair of scissors in her hand.

Cruella stabbed at him with the scissors; Eraqus dropped his keyblade and grabbed her wrists to stop her. The two struggled, Cruella trying to break out of Eraqus' grip and stab him, and Eraqus trying to hold her back.

During their struggle, Cruella's grip loosened that Eraqus managed to shake the scissors out of her hand. Cruella shook herself out of Eraqu's grip, pushing him back, making him trip and fall on the ground.

Cruella glared, her blue eyes burning with fiery hate as she gazed at the dark-haired man. Eraqus froze at the sight he was viewing; earlier, he'd been able to sense the darkness within her growing. Now, it was so powerful, it was actually visible. A black aura emanated off the blonde as she searched for a weapon to attack Eraqus with. Her foot hit against Master Keeper, and she smirked. The blonde reached down to pick up it up.

What happened next was…unexpected. When her hand touched it, a burst of bright white lit shot out of the keyblade. Cruella was sent flying back, twirling through the air and hitting the floor with a heavy _THUD_.

Eraqus rose to his feet, quickly summoning Master Keeper back to his hand. He stared at the downed Cruella in shock at what he just witnessed. He heard stories about the keyblade rejecting would-be owners—he'd even seen it in action—he, however, had never seen nor heard of the keyblade _physicals repelling_ someone away from it.

Slowly, Cruella stumbled shakily back to her feet, her back to Eraqus. Her body heaved as she panted. When she turned around to face him, Eraqus gasped at the sight. It seemed the act of his keyblade repelling her had created an…unusual side effect: Cruella's wavy long blonde hair had been straightened and shortened, going down now only to her neck. But that wasn't even the weirdest part. It seemed like her dark aura and the light from the keyblade had unexplainably (because Eraqus had NO IDEA how it happened) stained her hair. Divided down the middle, one half of her hair was pitch black, and the other contrasted it being stark white. Her slender eyebrows had also become thick, painted black. Her face was contorted in an angry, vicious snarl as she glared at Eraqus. Outside her window, lightning clashed, temporarily illuminating her dramatically.

In his hands, Master Keeper shook in Eraqus' hand. The young master, lifted his weapon up, pointing to Cruella. Suddenly, the keyblade stilled. All the energy it had put into shaking and vibrating suddenly turned into a beam of light that shot out of the end. The beam struck Cruella in the chest. Her eyes widened as the magic penetrated her. As suddenly as it shot itself into her, the beam began to retract, shrinking back towards the keyblade. As it slid back, it pulled a black amorphous blob out of Cruella's chest and carried it all the way back to Eraqus. Eraqus stared wide-eyed and held out his hand, retrieving this strange substance, which levitated in his palm.

As Eraqus continued to examine the strange black substance, Cruella growled again. Whatever Master Keeper had done to her, it didn't seem to hurt her.

"You stupid little man!" Cruella spat. She walked back over to her desk. "You want to finish me off?" She asked. "Pathetic!" She scoffed. "Let me show you how it's done you insignificant cockroach!" She seethed as she found what she was looking for; she pulled a shining silver pistol off the table and pointed it at Eraqus, millimeters from his face.

Seconds passed as Cruella aimed at him. Gradually, the wicked smirk dropped from her face. Her mouth twisted upside down into a frown, and then it became a full on snarl. Her blue eyes widened and her hand began to shake as she pulled the gun away from Eraqus, staring at it.

"Why can't I pull the trigger!?" She asked, staring at her hand. Her voiced was laced with hints of horror.

Eraqus's eyes widened as they traveled back to the floating black blob in his hands. Suddenly, he got it. "It's because of this." He whispered, holding it up.

Cruella's eyes shot to him. "What did you do!?"

Eraqus held up the blob. "This is darkness." He said, his face taking on a stone cold expression. "_Your_ darkness. Your wants, your desires are rooted in the darkness that lies in your black heart." He told her. "Except for this." He gestured to the swirling mass in his hand. "This is a piece of that darkness. Not just any piece though, it's your innermost darkness. And it seems," at this point, he was mostly theorizing, "that without this innermost darkness, you cannot fulfill your innermost desires."

Cruella let out a shocked gasp as she glanced back at the gun.

"I came here to neutralize the growing darkness within this world." He once again explained to her. "And my mission is accomplished." He turned around. "Without your innermost darkness, you're no longer a threat." And with that, Eraqus turned and walked out of the attic. He would never speak to Cruella De Vil ever again.

"You fool!" Cruella whispered. Her eyes were wide in the realization that the one thing most precious to her was stolen. "You damned insane fool!" She said a little bit louder to Eraqus' retreating figure.

"I'm not done!" She said firmly. She didn't chase after him. It wouldn't have mattered; once he walked out the front door, he left that world.

"DO YOU HEAR ME!?" Cruella shouted, her voice echoing in the empty mansion. "I'M NOT DONE AT ALL!"

* * *

**(the present)**

Yen Sid held out his hand. In a puff of smoke, a round green bottle with a tall neck and sealed with a cork appeared in his hand. Inside the bottle was an inky black substance which seemed to ball up and levitate inside its glass container.

"This is what Eraqus took from Cruella." Yen Sid told his remaining students. "This is what she so strongly desires." He explained.

"Within this bottle is her ability to kill." He said. "Without this, Cruella De Vil can never again take away the life of another."

* * *

**I know the ending is a little redundant, but I just needed a way to bring the story back into the present.**

**Yeah…so now we know what Eraqus took from Cruella. How she went from a beautiful blonde maiden to her iconic black and white look, and that she's just completely insane. For those of you who haven't seen **_**Once Upon a Time**_**, did you see that coming?**

**What did you think?**

**Please review. I love feedback.**


End file.
